Emmydisney17's Children Run
by emmydisney17
Summary: A group of children lead by Will Vandom have tried unsuccesfully to escape from Doctor Facilier's cluches for years. But now with the help of a fly boy named Matt they might have finally found a way to freedom.
1. Cast

**Emmydisney17's Children Run**

**Ginger- Will Vandom (W.I.T.C.H.)**

**Rocky- Matt Olsen (W.I.T.C.H.)**

**Mrs Tweety- Dr. Facilier (Disney's the Princess and the Frog, i'm really thinking that he should have stolen Will like in disney's Tangled but if you have anyother ideas i'd be glad to hear them)**

**Fowler- Ideas open**

**Nick and Fetcher- Ideas open**

**Babs- Ideas open**

**Bunty- Ideas open**

**Mac- Ideas open**

**Mr Tweety- Lawrence (Princess and the Frog)**

**The dogs- Ideas open**

**Ringleader of the traveling Curis- Ideas open**

**Edwina- Ideas open**

**Other Chickens- Ideas open**

**Ok, now that we have the chatectors i need some ideas about what the kids make for the wicked Shadow Man every day and what he plans to do with them that the kids don't want. Any Ideas?**


	2. Escape Attempts

**Emmydisney17's Children Run**

**Chapter One: Escape attemps**

The story starts with a picture of a boy being shot out a cannon in a poster for the circus as a boy's voice narrated _"This is the story of how i escaped my doom. But don't worry, it's actually a very fun story and the truth is, it's not even mine. This is the story about a girl named Will Vandom. And it starts, with the elements."_

We arrive in some rick meadow where four drops of light, one blue, one red, one green and one thin light blue, they combined together and formed a beautiful pink flower that quickly rose from the ground and bloomed _"Once upon a time, four drops of the four mighty elements, Water, Fire, Earth and Air, combined together and created a beautiful flower that had the power of pure energy and whoever possisted it would have magical powers."_

Then a tall and thin african-american man came over the hill and saw the flower. The man wore a purple shirt, a long black coat, long black pants, a red sash, a black top hat with a purple feather and a skull and cross bones, a necklase with bones, purple eyes, a mustash, a gap in his teeth, and held a secpter with a purple orb top, this was Doctor Failier, AKA The Shadow Man.

_"See that guy there? He's kinda inportent. In fact, his the main villain of the story!"_ As the boy talked the shadow man plucked the flower and ran off to his carrage. He went from the flowery meadow to a dry, dead wasteland where a lone farm stood with wires surrounding the barricks of the farm where some young slaves were forced to make endless supplies of arts and crafts, food, weapons and other things worth buying. "_You see he runs the slave camp you see here and if you didn't do what you were told, or didn't meet your quota on time, you'd get punished, and i don't mean by spanks either. More like... to death."_

Failier pasted by some of the slaves he kept behind bars to do his beeding which he made money out of. Among the slaves was a beautiful woman witj long black hair, golden earrings, a purple shirt, teal pants and white shoes, her name was Susan Vandom and she was busy making golden rings _"This lady is also inportent, she's been here since the day she was taken and boy is she beautiful... for her age i mean, you know?"_

Doctor Failier looked at Susan and banged the wires, startling the woman into dropping the rings, where they landed in the mud "Looks like you missed a spot Cher!" the shadow man said before he walked off laughing while Susan growled angrily. Watching this was a man who wasn't a slave, a passerby named Tony Vandom and he hated to see a beautiful woman treated so badly.

_"Luckily, this guy had a plan. Late into the night he broke Susan, along with all the other slaves, out of the farm and escaped, making off with the magical flower that the shadow man had collected." _That same night Tony, Susan and the other slaves escaped and soon Susan and Toby were married. When Susan was having a baby Tony used the flower as a drink for Susan and then we see a little baby girl named Will Vandom cooing at her parents in her crib.

_"The flower was used in order to help make a baby and the result was the birth of the beauitful baby girl Will Vandom. And for that one moment, everyone was happy... but then that moment ended." _That night the windows of the baby's nursery opened and a familier villain slowly walked in with his possised shadow looming over the baby as she slept with a very wicked smile on it's 'face'. Susan and Tony were sleeping when they heard their baby cry and Faliler laughing wickedly. They ran to see what was the matter but all that was left was the empty crib and two broken hearted parents, their beloved Will and the Shadow man were gone. _"The shadow man broke into the Vandom house, stole Will and vanished without a trace."_

Back in the slave farm, now filled with new slaves he had stolen, Failier stood next to the grounds while a 14 year old Will Vandom made a carpet out of wild animal hides, as sad as se could be _"Since then, Will, along with other slaves, were stuck working for him. But Will had magical powers, and plans to escape. But dispite her magic she couldn't fly, she tried but her magic of flight wasn't mastered yet. So she used her escape plans. And from here, our story begins."_

* * *

Late one night as the full moon shined over the horizon, the slave camp was under supervalence as a man, who acted like a warren, made his rounds while he held two gators named Brutus and Nero (Disney's the Rescuers) by their leaches and the warren was a short fat man with balding hair and who wore a fancy suite. This was Lawrence, Dr. Faliler's only henchman and warren for the gate of the camp. He tugged the iron lock to make sure it was in tack and it was so he continued his walk.

As he walked past the gate Will Vandom, Now 15 and wearing a primerose and light pink top and blue jeans (What she wore in the W.I.T.C.H. episode C is for Changes) emerged from the shadows with a shovel and looked around. When she was sure the coast was clear she ran over to the gate and started digging under it.

Brutis sniffed the air and Lawrence looked around. He looked inside the fence but no one was there. Lawrance shrugged the feeling off and continued walking.

Will, who had been hiding behind a pole, was relived lawrence didn't see her and she resumed digging. When she had dug deep enough the girl got on her front and squeezed her way though the hole, she got up on the other side of the fence and she ran over to the coal bin. She looked around and gestured her hands to her friends to let them know that the coast was clear.

The group of friends Will had alerted were the fallowing, The first was a tough 16 year old girl with black hair in a pony tail, hazel eyes, navy clothes and white socks and white and navy shoes. This is Eva (Total drama series) Next to her was also a little 8 year old girl with black hair with red streaks in it and black glasses, she also wore a black and white striped dress and striped leggings that were magenta and dark pink (I think) and black and white sneakers. This is Lottie (Frankenstein's Cat) She's the dizzy girl of the group.

With them were Mowgli (Jungle book), Melody (Little mermaid 2) and Shanti (Jungle book). The kids ran across the grounds of the came and came to the gate where the hole was. When they got there they accidently banged on the gate and Eva hushed them while Lottie whimpered. Eva bent down and tried to escape the same way Will did but halfway she got stuck and she couldn't move.

"I'm stuck!" She exclaimed Will sighed and went over to the group, helping them push Eva out the gate. Eve exclaimed as she was pushed but Will covered her mouth yet the noise they were making alerted the gators of the escapers and they turned back, growling.

"Get back!" Will said the group pulled Eva back behind the fence with Will's help but she had no time to get back herself as the gators turned the corner. She made a mad dash towards the house and the gators soon had her cornered with the door and them. As Will backed away from the gators she hit a garden gnome and she quickly grabbed the gnome and the girl used it as a weapon to keep the gators away.

Nero bit the gnome and Will watched as the gator chewed it, fearing that she would be next if she didn't do something.

Before she could whip out her necklace, the Heart of Kandracar, the door swung open and the gators frooze along with Will while the kids over the fence saw the whole thing. Will ajusted her eyes to the light and saw the Shadow man, in his evening dark purple robe and he asked the girl "Will Vandom, what are you doing outside the fence?" "Uh, going out for a walk?" Will asked "You know being outside the fence is agenst the rules," the shadow man said "Get back there where you belong, you've got work tomarrow."

"Don't we do anything else but work?" Will asked as Lawrance grabbed her arm and pulled her away while Brutus and Nero let them pass "You never let us have any fun!" "And that's what life is all about cher," The shadow man said "Nothing but hard work and misary, for you at least. Your mother should have known best when she left me for freedom, her price was her baby girl taking her place as my newest worker, only you've been giving me nothing but trouble since the day you arrived."

"Then you should have left me back at my mother's when you had the chance." Will said with a frown "Enough!" the shadow man snapped "Lawrence, put her in the Punishment Box!" "Yes sir." Lawrence said as she opened the coal box's lid "Let me go!" Will snapped as she tried to break free "One day Will," Dr. Faliler said "One day you're suffer something so terrable that not even your magic of energy can't survive!" "And this should teach you to make a dope out of me." Lawrence sneered as he lifted the lid and shoved the red headed girl inside the bin, landing in the coal and soot before Lawrence closed the lid and locked it tight so Will could not escape.

Then the man walked over to the kids who were still watching from their place behind the fence and the man said "Now let this be a lisson for all of you, nobody escapes from Dr. Facilier's camp!" And with that the man walked away, leaving the kids looking at the coal bin where their friend was as she banged on the lib angrily, knowing that another escape attempt went down the drain. The shadow man called the coal bin the Punishment Box for those who angered him and they were locked in there all day or all night depending on what time they did the event that angered him.

The next morning Will, who was still inside the coal bin, chalked up another mark on the times she tried to escape and she had tried a _lot_ of times. Then the lid opened and the girl climbed out with Lawrence leading her back into the camp grounds where the kids were busy making a lot of Voodoo knick-nacks of all kinds, That's how the man made money and what he forced them to make day and night.

The moment she re-entered the camp Will already started planning another escape.

While Lawrence was out pushing a wheel barrel out of the camp Will, disguise as a bush, went forward and fallowed their friend, however their disguise, wich were barrells, were to heavy and they couldn't control where they were going and they crashed into each other and Will got sent to the Coasl Bin by Lawrence, again.

Dr. Facilier did a head count with the newly made things the kids had made and the man frowned as he made a line on his cadalog chart on the wall go down.

Next they tried Digging a tunnel with Will being the digger and she only got a few feet when the crocs got her and Lawrence shoved Will into the bin again.

Next they tried walking out dressed as Dr. Faliler but their costume caught on something and the crocs attacked, forcing the kids to take shelter back behind the fence, leaving Will to go to the bin again... and again and again and again. But still Will knew that one day they would find a plan that would work, their true way of escape and leave this horrable place forever.


	3. Roll Call and Punishment

**Chapter Two: Roll call and Punishment**

Inside the Punishment Bin Will was playing with a ball, tossing it to the wall on the other side and then doing it again. Finally Lawrence opened the door and lead Will back behind the gate. As Will got in she triped and fell down.

Coming up to her was Lottie and Bessie Higginbottom (Mighty Bee) "So how was your Holiday Will?" "I was't on holiday i was in solientary confindment!" Will said as she got up "Oh, it's nice to have time to yourself isn't it."

Suddenly an alarm rang and an elderly man named Carl Fredrickson stood on a platform and souted "Roll Call! Everyone get in line!" The children scrambled into a mishmash crowd and Carl kept them stright. Eva scooted a spot for Will After bumping the eds (Ed, Edd and Eddy) With her hip and Will got next to her. Behind her was a boy with long brown hair standing upwards and wearing a red shirt with a yellow atom mark on it and blue pants with white shoes, his name was Jimmy Newtron, the brains of the entire camp (Same Name as the show).

"Alright everyone," Carl said as he walked between the "Make a nice line, back in my R.A.F. days nobody was allowed to mess with idle chit chat, we'd all get into the old crate, fassen our belts and off we went!" "Oh stop it you old goat," Eva said "They just want to count us." "How dare you!" Carl said.

Will saw Dr. Falicer come out of the house as his shadow loomed ahead wickedly "Carl, get back in line!" "Oh right." the man said right before he scooted a spot from the Eds like Eva had done. As the Shadow opened the gate Carl told Eva "Your off the hook this time but next time you're grounded."

Then the voodoo man entered the camp and Carl shouted "Attention!" and everyone strightened up. The man walked into the camp with his cane in tow and his shadow in tow.

"Welcome back Will," Jimmy whispered to his friend "What's the plan this time?" As the shadow man walked on Will secretly past her new plan to Jimmy who grabbed it quickly and hid it before the villain even noticed. "Now everyone," Dr. Falicer said "Time for another day of Roll call, anyone who doesn't past this one like the last times... well, ya'll already know what happens when you don't meet your quota." He stomped his cane right in the center of a doll, puncturing it through the skin and the kids gulped and said "Yes sir!"

"Good." The man said "Let the counting beguin." Lawrence pasted his boss a list with marks on it attached to a clip board and walked past the children. "Well, guys," Will whispered to her friends "How's the voodoo dolls and trinkets?" "I've already made Five today," Eva said "Five! That could be a new record for me and-" "Shush!" Carl snapped in a whisper as the shadow man came closer.

"Let's see," Dr. Falicer said as he checked his list "Harold Frumpin, nive voodoo dolls present and packed, Susie Carmichael, 2 Masks present and Packed, Deville twins, 7 Huudoo pouders present and back and... oh what do we have here?" He stopped and said "Miss Mirta didn't make anything the fallowing week." the shadow man looked at the girl, who had red hair, a white shirt with a pumpkin on it and some sweat dripping from her face as the kids next to her gasped and bent backwards.

"Oh no," Will gasped "Mirta. Eva, why didn't you give her some of yours?" "I would have," Eva said "But she didn't tell me, she didn't tell anyone." "Well, uh, um, Mr, i can explain... you see i sorta ran out of thread for the dolls and the paint was already dry and..." "So what?" The man asked "You know the punishment for this Mirta." "Oh no! Please anything but that!" Mirta begged as she got on her knees "Yes, time for... the Shadow Summoning!"

The man's shadow smiled wickedly and Mirta screamed as it grabbed her by her shadow, dragging her away while Dr. Falicer and Lawrence walked away calmly "Oh dear friends!" The tall man called out "I've got another flunkie for ya'll!"

Then some earrie music played and the kids huddled together in fear as the shadow man's 'friends' from the other side emerged from the dry land and sang "Are you ready?" over and over again while Mirta begged for mercy.

Will got a good view from the roof of a hut as she saw the whole thing and Will was about to transformed when the shadow man's shadow grabbed her, holding her still so that all she could do was wastch as Mirta was pulled away by the shadows. Then with a loud boom the kids covered their eyes and green light nearly blinded them and when the smoke cleared Mirta's grave stood next to the grave of others who had failed to meet their dues and ended up with the same horrable fate as the others, A fate no kid wanted to end up having.

Will, freed from the shadow stood there in sadness and turned away sadly. She started to cry as she looked up and saw geese flying north towards migration. She sighed and said "We've got to get out of here."

"Will," Jimmy called out from the bottom of the Hut Will stood on "Is the plan still on?" "Oh it's on alright." Will said as she wiped her eyes "Spread the word Jimmy, Meeting in hut 17." Will looked back at the sky and the hills beyond as she remebered that she had never seen the green grass on the ground or the coverful rainbow before but yet Will knew she would see those things and more someday, when she and her friends escape at last.


	4. Matt's Crash Landing

**Chapter Three: Matt's Crash Landing**

That night as the stars shined and the crickets churped Eva, Lottie and Kimi Finister (Rugrats, all Grown up) dashed to hut 17 with hoods over their heads. Eva tapped on the door and Will slid open a small door where the girls outside saw only her eyes looking back at them for a breif moment before the doors opened and the girls went inside, though Lottie had to be pulled in by Eva.

Then there was another knock at the door and Will took another look outside to see two men looking right at her. The first man had black hair as well as a goatee and blue eyes wearing a blue shirt, a brown vest, a black belt, greenish pants and brown shoes, his name was Tulio. Next to him was his partner and he had blonde hair with hazel eyes and wore a red shirt, brown pants, and the same shoes as his partner, his name was Miguel.

"You called?" Tulio asked "Tulio," "And Miguel," Miguel piped up "At you're survace," Tulio said "Great." Will said as she opened the door carrying a flashlight with her while Lawrence poked his head out from behind the closed curtins of the shadow man's house "Fallow me."

The three dashed to the side of the hut and Will held out the flashlight at the men "We need more things." "And you came to the right men lady." Tulio said as his partner opened up the briefcase he was carrying "Now would you like this fancy tea cup and saucer?" Tulio sadi as he held out a rather cracked tea cup and a dirty saucer "No," Will said.

"Or how about this fancy gold and silver crab necklase?" Miguel said as he took out a necklase made out of beads with a wooden crab in the center "Isn't that-" Will started but Tulio interupted by saying "Or how about this really crazy hat?" he pulled out a top hat that had a wedding vail glued to the top and put it on Will's head as he said "Just put this on and... Tada! That's two hats in one miss, one for parties;"

Then he fliped the hat and put it back on Will's head, covering her face in the wedding vail as he finished "And for Weddings. And my dear you look just lovely like a vision, like a dream."

"Like a Banshee." Miguel said while Tulio shot a glare at the man.

"No," Will said as she took the hat off her head "We need to make this." She handed out a peice of paper with plans for a catapult to the men "Can you get the things we need for this?" "Well, i don't now." Tulio said as he took the paper from Will "This one's a biggie. No no no, this one's gonna pay." "Fine, same as always." Will said as she gave the men a little bag.

The two conmen opened the sack and some outmeal poured out "You call this pay?" Tulio asked "Where i come from i was payed coins, here you pay me with the worst slop you could ever eat?" "Well, we ran out of coins the last time so we had to use something." Will explaned "What else can we give you?" "How about the money your 'boss' makes out of you?"

"What!" Will asked.

"The mulah." Miguel said as she showed Will an emptied wallet "We can't just rob Dr. Falicer to steal his money, it's to risky and to valuable." "And so are we." Tulio said "Miguel, after you." "After i what?" the man asked "Move!" Tuilo said as he pushed his partner away while Will sighed. That didn't work well at all.

Meanwhile Larence looked outside the window while pondering what the children were up to. Dr. Faciler on the other hand was counting his earned money with a calcuator and he was getting angry when he realized something; His farm was failing. "D'oh! Stupid worthless shrimps!" he growled as his shadow made an angered face "I'm sick and tired of making miniclue profets!"

He looked at the counter with mail and looked back again when he realized one of his mail read '**Tired of making minuscule profets?' **Wondering what it was he picked the magazine up and read the rest of the cover **'Turn your wokers into amazing mutants!' **he looked inside and saw a large machine making normal workers into freaky weird mutants along with a man holding a big fat money bag while the bubble above him say '**I'm Rich!' **That made the shadow man smile with a briliant idea.

"Hmm, those kids are up to something." Lawrence said as he kept looking out the window with the Binoculers in his hands "Quiet, i'm up to somethin'." the shadow man said as he kept his attention on the magazine "They're organized, i know it." the short man said as he saw Will who stopped shortly when she noticed the man looking at her "Didn't you hear me? I said quiet." Dr. Falicer said Lawrence kept his eyes on Will as she put out the light and went back into the hut "That Will girl, i think she's their ring leader."

Suddenly Dr. Faciler pounded his fists on the table, making the short man turn to see his boss's eyes glaring at him "LAWRENCE!" "What?" The man asked as he gasped "I may have finally found a way for us to make a fortune around here and what are you on about? Ridiculous notions of escaping children!" "But Doctor..." Lawrence started "It's all in your head Larry, say it!"

"It's all in my head, it's all in my head!" Lawrence said "Good," the shadow man said "Now you keep tellin' yourself that, because i don't wanna hear another word about it. Is that clear?" "Yes sir," Lawrence said before he pointed out the window and said "But you know that Will is-"

"I don't care what will is up to now; their children you twit! Aside from yoy their the most stupid beings on the whole planet. They don't plot, they don't think, they don't scheme and they ain't organized!"

"But-"

"One more lip otta ya Larry and i'll make sure my... friends on the otherside shut your mouth permanetly. are we clear?" "Yes sir." Lawrence squeeked "Good."

* * *

Inside the hut Will banged her hammer on th etable while the other children babbled onwards, ignoring her as she shouted "Order oder! Quiet everyone!" but nobody paied any attention to her and continued babbling and doing their own things, some even drew on the wall a nasty picture of Lawrence and Dr. Falicer while Will tired to get everyone's attention "Come on everyone! Order! I need your full attention! Quiet everyone!"

Having enough Carl banged his cane on the table and shouted "Alright everyone! Let's get orginized here!" "Yes, thank you Carl." Will said but then Carl continued saying "Why back in my day we were never allowed to waste out time with nonsensincal chit chat." "Thank you Mr. Fredrickson!" Will said Carl froze, noticing that everyone was starring at him whole he sweatdropped and said "Uh, right. Carry on Will." then he walked away.

"Now, i know our last escape attempt was a bit of a dissaster," Kimi and Chuckie (Rugrats: All grown up) with their heads in bandages looked at themselves before looking back at Will "But Jimmy and i have come up with a brand new plan." She wiped away junk on the table to clear a way for Jimmy's hand made mini catapult and said "Show 'em Jimmy." "Alright." Jimmy said "We tried going under the wire and that didn't work. So, the plan is; we go over it!" the kids looked at the device Jimmy had made while Jimmy held up a large potatoe "This is us right, we get in like this, wind it up and... let her go!"

He fired his catiput and carl ducked as the potatoe flew over him and smashed at the wall while the kids exclaimed in worry and fear. "Good grief! The potatoe's brought it!" While the kids kept worrying about their lastest idea the look out, a boy named Edgar (Kung Fu Dino Posse) looked out the window and gasped "Lawrence is comeing!" He blew a horn and the kids scrambled to hide their models and escape plans in time before their waren came.

"Opperation: Cover up!" Carl shouted before Dil Pickels shoved a sack over him to hide him. The kids scrambled into their places and Tommy put out the light just in time before Lawrence came into the hut with a lantern in his hands. The kids were in their beds, seemingly asleep as the man looked around. It was when he was half way done when he thought he saw a scare crow with Dr. Falicer's looks on it before the nearby kids tossed a blanket and a pillow over the scare crow and Sheen (Jimmy Neutron) made snoring sounds to make it look like a kid was sleeping.

Before Lawrence could make sure it was a kid the voice of his boss shouted "LARRY! WHERE ARE YOU!" He fell down in surprise and got back up, muttering to himself "It's all in my head, it's all in my head, it's all in my head." The man left the hut and Carl Wheezer left his bed to make sure the man was far enough before he gave the thumbs up, the signal that Lawrence was gone.

Will lept from her bed and said "Think everyone, think! What haven't we tried?" "Well we haven't tried not trying to escape." Eva said "Hum, that might work." Lottie said, clutching her stitched up toy cat Nine "But what about Mirta?" Will asked, making everyone turn to the empty bunk bed that one had Mirta inside "How many more empty bunks will it take?" "Well maybe it wouldn't be empty if she spent more time working and less time escaping." Eva said "So making Voodoo nick nacks all your life and then getting your soul fed to some demolic spirts isn't good enough for you?" Will asked.

Eva stood their speechless while Lottie said "It's a living." "Do you know what the problem is?" Will asked "The wires are not just around the camp, their up here; in your heads! We're kids! We're suppose to be out their but we're trapped here and why? Because of the Shadow man! But he won't keep us here for long. I know there's a better place for us out there, where there are video games, Pizza, soda, the freedom to ride skateboards and blades and the social life school has other their classes and lunch. There are parents and loving homes and... grass." She rubbed a poster of an opened field and said "Cool clean grass."

"Who feeds us?" Someone asked

"We feed ourselfs." Will said

"Where's the shadow man?" Someone asked

"The shadow man's no anywhere."

"So where's his house?"

"He's not anywhere! Don't you get it, their are no morning head counts, no coops, no punishment boxs, no gators, no evil shadows, no locks and keys, and NO fences!" The kids started picturing life outside the camp and they loved it! "In all my life," Eva said "I have never heard of such fantastic... LOAD OF MUD!" Will frowned at her friend as she said "Oh let's face the facts you sisies, the chances of us getting out of here are a million to one." "Then there's still a chance." Will said calmly before heading outside. Once she left the door Carl, who had still been covered the whole time fell down with a thud.

Outside Will was quiet for a while... but then she started to have douts and burst to crying "Oh nononononononononono, what am i doing? You can't just-" She punched the fence out of anger and it shook while she grunted. She grabbed the wires and said "Someone help us."

After a while Will heard the sound of some kind of explosion and then a maloe voice yelled "YAAAAAAAAAAAAAAAA!" "Huh?" She looked up and saw a tennage boy flying across the air while the girl looked on in shock "FREEDOOOOOOOMMMM!" He yelled happily while Will watched the boy had purple hair and wore a purple jacket over a long gray shirt and cream pants with black and tan shoes, this was Matt Olsen.

Matt looked down and saw Will as she looked at him with a smile and he waved back happily. Then he hit the metal wind pointed, spinning around and flying towards the phone lines as they pushed him back and the boy screamed as he fell down, sliding across the otmeal filled trolly until he reched the end, flipping briefly into the air while the bin was pushed upwards due to the boy's force and the boy landed in front of Will with a dazed look on his face with his arms wide open "Thanks you ladies and gentlemen, you've been a beautiful audiance." Then the trolly hit him as something flew put of the boy's pocket while the kids grunted at the boy's pain while Lawrence looked outside.

Tha paper gently flew downwards until it landed in Will's opened arms, she read the poaster and gasped with joy while her eyes sparkled with hope and joy "That's it!" Then she heard Lawrence coming and said "Get him inside quickly!"


	5. We'll Fly out!

**Chapter Four: We'll fly out!**

Inside the hut Will showed her friends the poster as she said "This is our way out of here." the kids gasped and Lottie asked "We'll make posters?" "What's on the poster Lottie," Will said to her friend "What's on the poster; we'll fly out!" "He must be awfully inportent to have his picture taken," Lottie said "What do you suppose he does?" "Isn't it plane as day?" Eva asked "He's a professional flying boy; he flies around town to town giving dementrations." "You think so?" Lottie asked as she stroked her toy cat Nine's head "Oh, i know so." Eva said.

As the kids pondered over what the new boy did they overheard Matt, who was on a bed with his arm in bandages, mutter something about the dark in his sleep "No... nononono, not the dark. You can't make-no please not the dark... i don't-i don't..." then his finally started to wake up and he saw the kids looking at him. He yelped and backed up to the wall "Who are you where am i what's-OW! What happened to my arm?"

"You had a big fall." Will said, reminding him of his entrance "You sprained your arm socket that connected your radius to your humerous," Jimmy explained "I have it a few modifications and wrapped it up well." "What's that in English?" Matt asked, clueless about what the boy had said "Jimmy said you sprained something in your arm and he fixed it up."

"I made the bandage!" Lottie said happily.

"I-I carried you in!" Eva stated

Soon all the kids huddled towards Matt as they randomly flocked to him in joy and happyness before the boy shouted "TIME OUT!" The kids stopped talking and Matt said "Now, let's take this from the top, where am i?" "Oh of course," Will said "How very rude of us. You see we're- this is a slave farm." "And we're the slaves." Lottie said with a wink for the boy.

"Ok i'm with you," Matt said as he put the peices together "Slaves, Slave farm."

Suddenly Carl poked his head in front of the boy and said "I don't like the look of this boy, his eye brows are to brushy." "Mr. Fredrickson, please." Will said "And, judging by the way he's dress i'd say he's a slacker." the old man said as he poked his walking cane at the boy's chest "Easy gramps." Matt said as he pushed the cane away "Cockfights are illigal where i come from."

"And where is that?" Eva asked with a smile "Oh, a little place i call the land of the free and the home of the brave." Matt said with a cocky smile "Thneed Ville?" Jimmy asked (Theed Vile is the name of the town the new Lorax movie takes place in) "No!" Matt snapped "Heatherfield!" "Ooohh, Heatherfield!" the kids said with smiled "How dispicable!" Carl said as he turned to leave "Pushy people there, always late for every disaster and rackets." As Carl headed out the door he added "Over paied, oversex and over here!"

The door of the hut closed and Matt said "Ok, what's eating grandpa?" "Oh don't mind him, Mr... uh..." Will said then she said "What's your name?" "My name's Matt." Matt said as he got up "Matt 'The Oak armed' Oslen, the 'O' Man for short." "O Man Oslen?" a girl named Mary Test (Johnny Test) asked with a smile as she gave Matt a drink "Catchy isn't it?" Matt asked as he took the drink.

"Uh, Matt?" Will asked as she held up the poster "Is this you?" Matt stopped in his tracks and said "Who wants to know?" "A group of rather disprate kids," Will said as the kids leaned their heads forward for the boy "You see if this is you, then you are the anser to all our prayers." Matt looked at the kids as the kids smiled at him with giggles. "Well then," Matt said "Call me a merical baby, cause that's me."

The kids cheered happily and Johnny Test asked "And what brings you here Matty boy?" "Why," Matt said with a smile as he streched out his arms "All the beautiful pretty girls of course." the girls giggled as they huddled for him but Matt ducked and walked on "You see i'm a wanderer by nature. I did the whole 'Normal life' thing for a while but i never really got into it." He pasted Susan Test and he winked at her "Hey, how ya doing?" Susan fainted with a smile and fell down while Matt continued "Nope, the open road is more for me. Just give me a pack on my back and point me to where the wind blows. In fact, you know what they call me back at home? Your gonna love this; the Lone Free Ranger!"

The kids cheered and Will walked up beside him saying "I knew it would be possable."

"Oh it's Possable." Matt said.

"I knew the anser would come." Will said.

"Amen!" Matt said.

"We're all going to fly over the fence and Matt is going to show is how. Right Matt?" Will said "Yes i-" then he heard what Will said "Did you say... fly?" "You can teach us how to fly." Will said Matt gulped; they actually think he can really fly? What a mess he had landed into! He hushed Will and said "You hear that?" the kids cupped their ears to try and hear what the boy was hearing "That's the sound of the open road calling me and i was made to anser it. Bye!" then he ran out while Lottie said "He must have very good hearing." Will, however, was clueless. Why was he leaving? She would find out soon enough.


	6. Matt's on the Run

**Chapter Five: Matt on the Run**

After leaving the hut Matt looked around for an escape while he muttered to himself "Ok, now where would the Exit be in this dump? Right there." As he walked away Will caught up to him and said "Uh, Matt? Maybe i didn't explain things properly. We make Voodoo Tailsmen and other voodoo things day in and out and if we don't meet our quota... they kill us."

"It's a cruel world Babe." Matt said cooly "You might as well get use to it." "What part of 'They kill us' did you not understand?" Will asked "Hey," Matt said "I already have enough problems to worry about. Besides, it can't be too hard to escape this dump." As he walked away again Will walked with him and said "This isn't about getting one person out of here or-or even two but-this is about all of us, everyone."

Matt stopped and turned back to Will with a flabbergasted look on his face "All of you?" "That's what i've been trying to tell you." Will said "Wait wait hold it." Matt said "Let me get this stright, you want to get everybody out of this death trap, AT THE SAME TIME?" "Yes." Will said "Your crazy!" Matt laughed "Your talking about a massive escape! You can't pull off a stunt like that, that's suicide!"

"Where there's a will there's a way." Will said as she crossed her arms.

"I couldn't agree with you more," Matt said "And i _Will _be going this _way._ Good bye!"

"Wait!" Will said "Come back!" but Matt kept walking as he hummed a song that was stuck in his head. Suddenly a large truck drove in and Matt stopped dead in his tracks. He gasped and yelped "Oh no! Not him!" As quick as lighting he dashed past Will and hid behind a hut while a man in black with a screw for an eye came out of the truck, his name was Professer Screweyes (We're Back! A Dinosaur's Story.) He looked at Will as she looked at him and the man scoffed.

Will looked at the truck to read what it said and it said 'PROFESSER SCREWEYE'S SESTRIC CURCIS'. That was when Will realized the truth. Matt was a runaway from the big top!

"I get it, your from the curcis!" Will said Matt hushed her as he nervosly looked around "Your on the run aren't you?" Will asked.

Finally Matt grabbed her and pulled her out of sight while Screweyes had a talk with Dr. Falicer and Lawrence. "I should turn you in right now." Will said "You wouldn't... would you?" Matt asked as he eyed Will. Will scoffed and said "Give me a good reason why i shouldn't." "Because... i'm... cute?" Matt asked with a smile. Not buying his act Will took a deep breath and started to scream.

Screweyes, Dr. Faciler and Lawrence heard Will scream but it was cut off when Matt covered her mouth to quiet her.

"Are you crazy?" Matt asked "Do you know what would happen if he finds me?" "It's a cruel world." Will remarked, mocking the very words he had told her "I just decided, i don't like you." Matt said "I just decided i don't care." Will said "Now show us how to fly." "With this arm?" Matt asked, showing his injered arm "Then teach us then." Will said frimly "No!" Matt said

Will screamed again and Dr. Falicer turned to Screweyes "He's valuable you say?" "Indeed." the man said "Larry, get the flashlight." the voodoo man said to his lackie.

Once again Will's screams were covered by Matt and the boy said "Now you hear me out toots, i'm not going back to that life. I'm the Lone Free ranger. The Key word is 'Free'!" "And that's what we want," Will said "Freedom!"

Matt turned and gasped when he saw that Lawrence had gotten a flashlight and Will just calmy said "Fancy that, they're is coming this way." "Oh nonononono, they're on to me!" Matt gasped as he started to sweat "Teach us how to fly and we'll hide you." Will said "And if i don't?" Matt asked Will opened her mouth to scream again but Matt muffled her again and asked "Was your father, by any chance, a vulture?"

Will got out of Matt's grasp and said "Do we have a deal?" Matt knew he was caught between a rock and a fire place as the shadow man came closer and closer. With time running out and very little choice Matt sighed and handed his hand to Will, who wisked him away to another hut. Dr. Falicer looked around for the girl who screamed as did his shadow but they couldn't find anything.

"Time to make good with the deal doll-" Matt was interupted when Will covered his mouth and said "The name is Will Vandom." She knocked the hut wall and a pair of strong hands pulled her adn Matt into the hut while the shadow man looked around.

The man went into the hut and shined his light on the seemingly sleeping children to see if he could spy Matt but the boy was no where to be found. He shruged and closed the door.

* * *

Will opened up a door in the floor and asked "Comfy?" Matt, who was squished inside the small hiding area, sqeaked "Not really." "Maybe this will help." Will said as she got a crowbar and prayed Matt out of the smakk area. The Boy screached and said "Sheesh, you call that a hading place? I hade more room in the Womb when i was a baby!"

"Ok, we kept our part of the deal." Will said "Tomarrow you keep your part." "About what?" Matt asked "The Flying!" Will said "Oh yeah that." Matt said "Don't worry, i'll teach you everything i know." he looked over the hut and said "So.. which bunk is mine."

Imediantly the girls leaned outwards and shouted for Matt to sleep next to them happily and excitingly.

* * *

"This is absolutly outragous!" Carl said as he sat there in his bed with Matt beside him "Asking a retired air flyer to share his room with an iresponsable young man? Not to mention a very smelly and cranky wippersnapper! Back in my day we'd-"

"Hey!" Matt snapped "You weren't really my personal favorite either. And scoot over; your hogging my side of the bed."

_"Your _Side of the Bed?" Carl asked "The _Whole bed _is my side of the bed!"

"Oh just shut up you old couk!" Matt snapped in annoyance "Ugh, and what's that smell? Was that you?"

"Oh for the love of pete."


	7. Training to Fly

**Chapter Six: Training to Fly**

The Next Morning Matt stood in front of the croud and said "Ok, so, you all wanna learn how to fly? Well, it's not gonna be easy, and it's not going to happen overnight either. You see flying takes three things, Hard Work, Perserverance, and... uh, hard work."

"You said hard work twice!" Carl called out from his hut to the croud "That's because it takes twice as much hard work as perseverance." Matt explained. He licked his finger and made a gesture of him wiping off in the air, making the kids laugh and the old man said "Rediclucas!" before he marched back into his hut.

Matt turned to the group of gathered children again and said "Now the most inportent thing is, we have to work as a team. Which means... you do whatever i tell you." The children nodded but Will couldn't help but feel a little worried about what Matt had said.

Matt stood on a platform and said "Alright, let's rock and roll!"

He then moved his arms in and out and the children fallowed in rythem as they continued. Then Matt felt pain on his arm and held it as he grunted. Thingking that this was part of the teaching the kids copyed him, holding their arms and grunting in pain. Matt gaped at what they were doing and moved his free arm, telling them to move on.

* * *

Next the kids were on their backs moving thier legs as they predented they were riding bikes, however as they preformed another exsersize Will notinced that Matt was looking at her with interest before the boy sheepishly laughed and walked away, rocking his arm and getting another idea for a move they could try.

Their next exsersize made the children swish their arms and punch the air like kung fu masters before they did pushups.

Lawrence was making his rounds with Brutis and Nero when he happen to turn and saw the children doing push ups. "Dr. Falicer!" He shouted as he turned ot face his boss "The children are..." he stopped dead when the children had quickly gotten back to work on their voodoo nicknakes as if nothing had ever happened. "Uh, working?" Lawrence finished. Dr. Falicer growled at his lackie and hit him on the head with his clipboard.

* * *

The next work out had the kids do streches as Matt Instcucted "And left two three and right two three four and... stop right there, get on down. Yeah, get down. Now make little curcles, faster faster." Will stopped fallowing Matt's orders when she realized why he was giving such intructions, he was having a bath and three girls named Beth, Katie and Sadie (Todal Drama) were treating him like a king with Beth messauging him "Oh yeah," Matt sighed "That's the spot."

Will turned red for a while and snapped "Hey!" Beth, Katie and Sadie notinced an Angered Will and they stepped back with weak smiled on their faces. Will walked up to the boy in the tub and said "I thought you were going to teach us how to fly." "That's what i'm doing." Matt said "Isn't there normally some flapping involved?" Will asked as she shook her hands "Hey," Matt said "Do i tell you how to brush your hair? Just relax, we're making progress."

"Really?" Will asked "I can't help but feel like we're going around in circules!" as she said those words she pointed ot the other kids, who were still spinning out of control and Matt, quickly realizing his mistake, sat up and said "Whoa whoa! Hey! Stop it, cut it out! You're making me dizzy!" The kids stopped spinning and wobbled around as they tried to stand still.

"There," Matt said "I think their ready to fly now." "Good," Will said "Cause they certenly can't walk anymore." Eva and Lottie crashed into ceath other and fell over as the rest of the group fallowed in union due to their spining.

Matt got out of the tub, with his clothes back on, and he said "Ok, now... let's flap!"

* * *

Doyle (From Galaxy High) was the first one up and he flapped his arms really fast as he ran up and lept off from a placed up plank.

Meanwhile Megul and Tulio returned to the inside of the camp with Tulio saying "Ok, let's see if little red head Annie changed her mind." Suddenly Doyle fell down towards the screaming and they moved out of the way to let him crash on the ground. Then Amiee (Also Galaxy High) crash landed on the ground after she tried to fly.

"It's raining kids!" Migul said as he held the suitecase over his head as more kids fell from the sky. Lottie fell down to the ground and sat back up as she held her Nine doll "What's going on here kid?" Tulio asked the girl "We're flying!" Lottie said "Of course," Tulio said. The men watched as the kids tried again and again on a spring board to fly but they only crash landed again and again "Sheesh," Migul said "If they keep this up they'll kill themselves... Wanna watch?"

"Yeah Alright." Tulio said. Seeing silly kids try to fly should be a really intertaining show indeed.

Jimmy, Fred and Daphne (Scooby Doo) ran on a treadmill as they flapped their arms but then Jimmy tripped and he was sent backwards, along with Fred and Daphne.

Then the kids launched themselves from a bouncy mattress and Migul and Tulio, who sat on two chairs under an umbrella while watching the kids going "Ooooh." and "Aaaaahhh." then when a kid crashed Tulio said "Hey! Carfully with those masks kids!"

Eva held Velma (Scooby doo) above her head and tossed her as the girl screamed but instead of her flying she landed head first in a barrel "I think she's got a little carried away if you now what i mean pal!" Tulio joked.

Jimmy stood on Brick (TD Series)'s hands and the boy tossed him, only for the boy to land on his head "Oooh, that's gonna give him a headache!" Migul teased.

Shaggy (Scooby Doo) had a rope around his waist and when Lighting (TD series) pulled the rope the hippe spun around but acted like a driller and he ended up digging a hole before he stopped, while birds spun around his head. "Now that's what i call doing the twist!" Tulio said.

Finally all the kids ran across a hut's roof and waved their arms franticaly while Matt hurried them "Come on come on, Go go go go go!"

"Yeah Yeah," Tulio said "It's crazyness in motion!"

Will frowned at the men and looked at the rail way. She grasped her hands around her necklase and said "Unite!" then she transformed into a taller girl with a purple top, green and dark blue stockings and purple shoes, this is Will's gaurdian form. "Whoa!" Matt gasped as he saw her "You can do that? And you didn't tell me! You lied to me about not being able to fly!"

"Oh yeah?" Will asked "Watch!"

She ran down the roof and lept into the air, her wings flapping as hard as she could as she jumped. When she didn't feel herself falling she thought she was flying... until she looked down and realized that she was standing on a large pile of stunned kids. "Kids of a feather, flop together!" Migul said as he and his friend laughed.

Will shot a look at Matt and said "Now what do you say?" "I, uh, have my work cut out for me." Matt said as he sweatdropped suddenly the pile fell apart and Will landed, along with other kids, with a loud crash on the ground.

So far, training did not go well.


	8. Dr Faclier's Delivery Arrives

**Chapter Seven: Dr. Felicer's Delivery Arrives**

After that big crash the kids slowly walked off while Matt gave them complaments. "Great work everybody, the pain your expereancing is a good thing. You know what they say, No pain no gain! Just keep up the good work miss-uh what's your name? Oh Doc! Right, And Jake, i think you flew four feet today!"

"Right, four feet!" Tulio said as he and Migul popped their heads around the courner "From the roof to the ground!"

As the men laughed Matt said "All part of the prosses everyone, nothing to worry about. You sneaky shark eyed-" then he was interupted when the ground lightly vibrated, showing in the water buckets they had "Oh ok," Matt said "The ground is shaking are we worried?" Will, who was with Matt, also felt the ground shaking and the kids stopped as a large truck rolled into the farm with it's headlights shining brightly.

"Oh no!" Matt gasped "It's that crazy Scew eyes! Hide me, hide me, hide me!"

"Come on!" Will said as she rushed Matt to a hiding spot.

* * *

Inside his hut Carl was admiring his medal as he said "They don't just pass around this old things for running around like a loon." Suddenly Will and Matt dashed past him and he stammered before he finally said "Hey there! This is an officer's quarters!" "Oh give it a rest pops," Matt said as he looked around for a place to hide.

"Quick, in the closet." Will told the boy "Don't tell me twice." Matt said before he dashed into the closet. "Hey get him out of there!" Carl said as Will dashed out as fast as she could "I'll give him such a spanking if he misses with my things! Half of those are my wife's!"

* * *

Back outside the large truck turned around as the kids behind the wires watched, wondering what it was. _Well, at least it's got nothing to do with Matt _Will thought to herself as the truck was directed by the shadow man himself.

Then the truck unloaded some strange metal device that looked very inportent, and yet dangerous at the same time. What did Dr Faclier order from this truck?

As the truck drove off Lawrence bidded the truck good bye and walked off, but not before he caught a glimps of Will and Jimmy, spying on him with binoculars, before they hid them behind their backs and the kids whistled innocently "It's all in your head Lawrence," He said, remembering what his boss told him about mentioning his suspictions about the kids "It's all in your head. Yes, all in your head."

Dr. Faclier opened the crate and lots of mechain parts shined in the light. "What's all this Sir?" Lawrence asked as the shadow man picked up a bladed wheel "This is, what we big buissness people call, an upgrade for the future Larry. No more wasting time with funky masks and stitiched up dolls."

"You mean no more Voodoo trinkets?" Lawrence asked "But we've always mad those things. And we we're always-"

"Poor!" The shadow man snorted "Worthless, nothings. But that's all going to change Larry. Apparently someone spead the word that i'm keeping a band of chicdren hostage in my camp, making them my slaves, so i have no choice but to go into hiding as someone else, with a new breed of workers before the cops come and discover them. And this little baby will bring us out of the dark ages and into a whole new buissness."

He pressed a button on the device he held and the man yelped as razors appeared out of the center "Dr. Faciler will be poor no longer, nor will he work in a camp ever again." the shadow man said darkly before handing his lackie the instruction manuel "I'll just, uh, put it together then shall i?" Lawrence asked "You do that." the villain said before he closed the barn doors and turned to the kids with a smile on his face, while his shadow covered the barn with an equel wicked smile on his face.

"This is not good Jimmy." Will said as the shadow man walked away "Something tells me whatever is in that barn is for us, and i don't think it's softer beds."

"Oh and Will," Jimmy said "I've been going over our body structures and the flying stuff Matt told us and... well, i don't mean to bring the bad news but, i-i don't thing we were ment to fly, other then you of course."

"But i saw him Jimmy," Will said "He flew in over that fence."

"I know i know," Jimmy said "And i believe you but... i also believe in facts and... If we could only see it for ourselves then that would anser a few questions."

"i know i'm sorry, it's just that we're getting no where. If only Matt's arm was better." Will said "And if only i could fly right... then i... i'm sorry for being so... so... worthless." "You're not worthless Will," Jimmy said "No one is, you just need to practice a bit more that's all."

* * *

Will returned to Carl's hut and discovered that the man's closet was opened up. "Where's Matt?" Will asked the old man who was polishing his medals "They didn't give me this medal for being a nanny to a boy who wears his pants so low you'd see his underwear." Carl responded "A simple 'I don't know' would have been nice." Will said.

As she turned to walk away Carl said "Beware of that boy Will, That boy cannot be trusted." "That boy is our ticket out of here." Will said "I know," Carl said "But as the man who praticaly took care of all the kids in this slave camp since mister Big top pawn shop man and that bowler wearing bowlding ball just took more of you, including you Will, away from their parents and families, i have to look out for the safety of everyone... But i would love to see those crocs have a nice Matt filled sandwitch for a laugh!"

"Carl!" Will snapped "What?" The man asked "Now it's a crime to make a joke? I'm just saying not everyone tells the truth or a big fat lie just to help others." "Ok, i'll keep that in mind." Will said "Oh, and by the way... thanks for taking care of everyone... and me." With that she left while Carl smiled "She's a good kid." he told himself "Can't say much for that Matt."


	9. We need Thrust

**Chapter Eight: We need Thrust**

Inside the hut Matt was surrounded by the kids and he told them some funny jokes "And so the pig says to the horse 'Hey pal, why the long face?" the kids laughed and laughed as the kids laughed with him "Ok, i've got another one, What's black, white blue and wearing a red scarf? A penguin with Brain Freeze! **(A/N I came up with that one myself!)**

The kids laughed happily and Eva said "That's so funny!" then she slapped Matt's back so hard he was forced to spit out the drink the kids had made for him and it got all over most of the kids. Matt looked up and gasped when he saw Will, covered in his drink and with a stirn look on her face "Uh... so anyway keep those handy flying tips in handy tomarrow, they're, uh, very inportent and keep thinking those flighy thoughts."

The kids nodded and walked off while Will walked up to Matt who got up and said "You know, they're such swell kids, they really are. Look at what Lottie made for me, it's a nose warmer!" the boy said as he put the little black mittin like thing on his nose "Isn't that just the cutest?" then as he took it off he said "And that Eva, boy does she pack a punch."

Will still have him a stirn look and Matt asked "Is there a problem?"

"Have we flown over that fence?" Will asked "Uh, no?" Matt asked "Then there's a problem." Will said "Hey," Matt said as he walked away "Good things come to those who wait dollface."

"Will!" Will shouted angrily

* * *

Outside Matt splashed himself with some water and combed his hair as Will approuched him from behind "Ok, so how long did it take you?" "For what?" Matt asked "To fly!" Will said "Oh, well, it's kind of a gift, like apples and oranges. The point is, these things take time."

"Which we a rapidly running out of." Will pointed out "And we haven't even lifted off the ground, why?"

"Thrust!" Jimmy said as he appeared out of no where, scaring Will and Matt as he quickly spoke "I figured out what were missing in our attempts and it'a thrust!"

Matt and will just staired at him for a long time until Matt said "I didn't get a word of that." "Thrust!" Jimmy said "Ducks and geese, when they take off, what do they have? Thrust!"

"I swear he's not using real words." Matt said Will sighed and said "He says we need more Thrust." "Oh Thrust!" Matt said "Well, of course we need Thrust. Thrust and flying are like... like french fries and nuggets. The nuggests are flying and the fires are thust."

Annoyed by what Matt said Will turned to Jimmy saying "Will you excuse us for a moment?" then she grabbed Matt's casted arm and the boy yelped as he was being pulled "Ahahahahahahahah, the arm, the arm!" then Will stopped and told him "Ok mister hot shot, if we don't start flying tomarrow the deal is off, Dr. Falicer will find you and it's back to the curcis fly boy!"

"You know," Matt started "You're the first chick i've ever met with a shell still on." Then he removed the towl he had around his neck, gave it to Will and said "Sleep tight angel cake, the Matt's on it."

"WILL!" Will snapped as she tossed the towl at Matt's head.

* * *

The next morning Will was asleep in her bed when she heard someone talking outside. She left the hut and discovered that Matt was talking to Migul and Tulio.

"So kid, we did what we were told. We snuck in and got what you asked for." Tulio said.

"Great," Matt said as he took something from the two conmen just as Will walked over "Matt, what is going on?" "Oh no," Tulio said "It's the red headed fun police." "Don't worry babe," Matt said "I've got everything under control." "NOw about our payment of gold."

"Gold?" Will asked in shock.

"You'll get is soon boys," Matt said "I've jsut got to make sure i've got enough for it."

When the men walked away Will gave Matt a stirn look and said "You've lied to them." "I didn't lie," Matt said "I just... stretched the truth a little, i'll give them what they want." "Which is nothing," Will said "And that's what i'll give them." Matt said

"And what will you give us?" Will asked Matt pulled out the stretchable cable he had gotten from the con men and said "Thrust!"


	10. The Strange Role Call

**Chapter Nine: The Strange Role Call**

Later Eva was on a cart with wheels and a pair of goggles as Matt got ready to launch her in a hand made slingshot. "Don't worry about a thing Eva," Matt said as he loaded the springs of the slingshot "Birds all have to face this before take off, let's just get ready to see some thrusting."

"Oh the tension is killing me," Miguel said as he and Tulio watched from their chairs "It's gonna kill her." Tulio said as the two started to laugh.

"Release!" Matt ordered. Eva screamed as she got launched on the rolling cart across the camp grounds.

"You can do it!" Will cheered as the other kids joined in "Flap! Flap! Flap!"

Hearing what the kids were telling her Eva flapped her arms as fast as she could and then when the cart reatched the end the girl was launched into the air and the kids cheered, thinking Eva was starting to fly.

"Yes yes!" Will cheered happily but then her smiled faded as it turned out Eva was heading right for the gate. She crash face first into it and bounced back, screaming loudly as she fell towards Miguel and Tulio while the men screamed due to seeing her coming towards them. Then they creashed and rolled over to a hut where they crashed landed.

Will turned to Matt and the boy smiled weekly "Oopes,"

Suddenly the alarm rang and everyone paniced as they scrambled to get in line.

"Roll call!" Lottie gasped as she went towards Will's side "I haven't made anything! Three days and not one! Oh No!" Will gasped in shock and horror, Lottie didn't work on anything? Now she was doomed to suffer the same horrable fate Mirta had gotten! "Hide me!" Matt said as he tried to get Will's attention "Why didn't you say anything Lottie?" "I-I've just been so busy with the flying..." Lottie explained then she held her head and said "I'M DOOOOOMED!"

"Hide me!" Matt begged

"Hide yourself!" Will ordered as she ran to join the others while Matt looked for a place to hide.

Will and Lottie got in line just before Dr. Faciler and Lawrence opened the gate. The shadow man walked in the camp and said "Good morning everyone!" "Good morning Dr. Faciler!" the kids said in union together.

Lottie figited nervosly and Will stretched out her hand, letting Lottie squeeze it as the shadow man walked closer "Now i'm sure we've all done a good job with our projects haven't we kiddies?" "Yes Dr. Faclier!" The kids said as Lottie bit her lip nervosely.

Her knees knocked, her teeth trembled, her hair stood on end and sweat dripped from her face as the shadow man got closer and closer until there he was, standing there with a wicked smile on his face, holding and stretching a mesuring strip. Lottie sweated madly as the man smiled at her "Let's se if Lottie's got what it takes." Then the man lunged and Lottie clasped her hands together and closed her eyes tightly.

When she didn't feel any pain she opened her eyes and saw that the shadow man was mesuring her height instead of forcing his shadow to drag her away to her doom. When the mesurments were done Dr. Falicer backed away and turned to Lawrence "Give them the food we got for them Lawrence. I want all of them as tall as this one."

Lottie, knowing that she wasn't going to die after all, started wobbling and she fell over with Will catching her. "Ohhh," she moaned "All my life flashed before my eyes... it was really bouring."

Then Lawrence poured out a mouth watering sight the kids had never seen before. Food! Actual food! Pizza, Tacos, Water melons, Potato chips, all the kinds of foods from junk food to healthy food was there and the kids wasted no time stampeding over to gobble it all up.

Will turned to see Dr. Faclier and Lawrence grinning wickedly before they turned away and she realized that this must be part of some kind of wicked plan the shadow man was planning.

Will tried to get the kids attention but no one would stop for her. Will turned into her guardian form and used her powers to send the food flying, finally catching the kids attention. "Something's wrong here, can't you see that?" She asked "First, strange boxs arrive in the barn, second Lottie stops making Voodoo trinkets but the shadows don't take her away and now this? Can't you see? He's fattening us up like pigs... which means one thing... he's going to kill us all."

The kids gulped in horror and Matt, who came out of hiding, walked towards her saying "Whoa whoa, time out here. Will, may i talk to you for a moment?" Will tried to protest but Matt already pulled her away and she was now inside a hut with him "What's your problem?" She asked.

"Just that you're an egg that someone let boil for far too long." Matt said "What does that mean?" Will asked "It means you've got to lighten up." Matt said "You see, in my book of life i have a saying. If you really want to moviate somebody, Don't mention death!" "In my book of life my saying is always tell the truth." Will said "But when the truth is hard to take in then you can always stretch it." Matt said "You mean lie?" Will asked.

Will turned and walked out of the hut while Matt fallowed her "You know what red head? You're... as hard as a rock!" "Because i alwasy tell the truth?" Will asked "I care about them and their entire future, something i wouldn't expect a 'lone free ranger' to even understand at all." "If you want to cry about ti to someone why don't you just call your mother?" Matt asked "BECASUE I NEVER KNEW MY MOM!" Will yelled outly, catching everyone's attention "The shadow man stole me and the rest of us away when we were only babies and not even that i expect you to understand what it had been like to grow up in such a nightmare before in your lifetime!"

"If that's what you think about me then i hope you don't care about me at all!" Matt said "Fine!" Will shouted "See if i care!" "Same here!" Matt said then they walked away from each other and Matt stopped when he saw the sad kids, wandering about, knowing that they will die soon and the result was simple: Nobody was happy. Matt was starting to feel a little guilty about what he had said and knew he had to do something. Then he got an idea and smiled.


	11. Dancing to the Beat

**Chapter Ten: Dancing to the Beat**

As the sun set over the dusty lonely landscape she always saw since she was brought here Will sat on the roof of a hut, lost in thought as she tried to play a perfect escape plan as she normally did but couldn't think of any.

She had longed to feel grass benth her feet and the cool wind of summer in her hair, she also wanted to try one a dress more then anything but in Faclier's camp the ground was always dirty and when it rained it would get very muddy.

Instead of warm breezes they got icy cold wind all year round and the only dress she ever got was one made out of dirty old cleaning rags that was very itchy.

She also wanted to find her mother again, the only parent she remembered so dearly as a baby before Faciler took her away. She wished every day of her life her mother would just come and rescue her when she was little when she didn't she started to plan escape plans, each leading to another failer but she never gave up and she didn't want to give up now, not when she was so sure the shadow man had more then just boxs in that barn of his.

Suddenly, she heard some muffled music and looked up in surprise. Music? Here in the Camp? What was going on?

* * *

Inside the Hut Will went in to discover the kids gathered for something while Matt was ajusting the radio's tunes as some opra music played on. Miguel and Tulio stood next to him and Will entered the hut to see the boys fiddle with it. "What's going on here?" she asked.

"It's perfect." Matt said.

"So how's the money?" Tulio said "Coming along great." Matt said "And you're sure this is working radio?"

"As sure as chickens lye eggs," Tulio said, before a dile popped out of the old radio. "Uh, that's suppose to do that." they turned to leave before they ran into Will, who gabe them a stern look, before they turned and walked another way.

After Matt stopped at a music station some music started to play and he turned to the gathered kids. "I don't see what your doing." "You will." Matt said then he turned to the gathered kids and said "We've been working too hard lately, Time to kick back a bit and shake those rear ends."

"Look at him," Eva said with crossed arms "Jiggling and wasting time like a..." suddenly her foot started tapping to the music and she started moving "What's happening?" she asked "It's called a beat Sister." Matt said as he shook his grove thing "Feel it pulsing through your body?" "Y-Yeah, Pulsing. Amazing." Eva said as she kept dancing "Then go with it!" Matt said happily.

He spun Eva around and soon she was dancing happily "Oh, look at me! I'm getting jiggy with it!"

"Eva," Lottie said as she moved to the beat "What's gotten into you?" "Same thing that's gotten over you apparently." Eva said. Soon everyone was dancing happily as if it was a big birthday party and everyone laughed happily for what felt like the first time in their lives.

**Hip, hop, fly,**

**I don't care if i die,**

"Just go with the flow girl," Matt said as he danced with Lottie "Let it go!"

**Flip, flop, fly,**

**I don't care if i die,**

**Don't ever leave me, don't ever say good bye**

As they were dancing Carl came into the hut and he couldn't believe what he was seeing "Now see here," he said "I don't remember hosting some kind of Prom here!" "Oh shut up and dance!" Eva said happily before she dragged the old man into the active dance room.

Up on the beams Tulio and Miguel were instulling the lights as Miguel started to tear up "What are you sobbing about you big baby?" Tulio asked "Little moments like this," the blonde haired man said "It makes the job all worth while." after a while of silence he turned to his partner and asked "Wanna dance?" After another moment of silence Tulio said "Oh, Alright." then they turned on the lights and the entire hut lit up. Now it really looked like a party.

**Now give me one more kiss and hold it for a long long time,**

While everyone else was dancing Will stood by a wall, she couldn't belive that Matt had made everyone happy. Somehow, it felt like she was dreaming but it was really happening. Then she was pushed by someone in the dance and she bumped into Matt. Matt smiled at her and she smiled at him. He took her by the hand and soon the two started to dance.

**Baby give me one more kiss and hold it for a long long time,**

**Love me baby, till the feeling hits my head like wine, **

**so fine, so glad your mine**

**Flip, flop, fly, **

**i don't care if i die,**

**Flip Flop Fly,**

**I don't care if i die,**

**Don't ever leave me don't ever say good bye,**

**Don't ever leave me don't ever say good bye!**

Eva spun Lottie around in the air as everyone kept on dancing then she let go of the girl and she ended up flying across the room until she hit the wall and landed on a bunk bed. Will and Matt were a little worried at first but Lottie just stood up and said "Did you see that? I flew!"

"That a girl Lottie, that a girl." Matt said as he unknowingly shook his bandage off his arm. Will noticed and gasped "Matt, your arm's all better!" Matt looked at his arm and moved it around "Well... uh, so it is." "This is perfect!" Will exclaimed happily "You can fly for us tomarrow!" That made Matt gulp, he was feeling just the opposite of what Will was felling right now.

Lottie bounced a little happily and clapped her hands as she cheered with the rest of the kids "I flew! I flew!"

Will tapped Matt on the shoulder and said "I think i owe you an apology Matt. I thought you didn't care about us, but after all of this... i guess i was wrong. Thanks Matt. For everything." Matt suddenly felt like a heel. How will he ever be able to explain Will the truth about himself? How can he? He had to tell her before things got to out of hand.

As soft music played Matt tried to work up the guts to talk to Will. It was then that he saw something in her he hadn't before, her glittering eyes, her shining hair, that soft rosy smile... suddenly he felt himself turning red as he gazed at her "Will... i... i uh, I've got to tell you something... i..." Suddenly the hut shook and everything went dark again. Everyone was quivering with fear and huddled together as Matt walked out.

"No," Will said, pulling Matt out before he could reatch the door "I'll go."

Will went outside into the night and hear the chugging of machinary and other mechanical sounds coming right from inside the barn. Whatever Dr. Faclier had ordered, his lackie Lawrence had finished it.


	12. Saving Will

**Chapter Eleven: Saving Will**

Inside the barn a large machine was working right in progress as it was suppose to do. The wheels spun, the engines chugged and the whistles blew out steam. The machine the shadow man had ordered was up and running. "Wow, what a champion." Lawrence said "So what kind of machine is it?" "It's a monster making machine you dolt." Dr. Faciler said "Children go in, monsters come out."

"What kind of monsters?"

"Mermaids," Dr. Faciler said sarcasticly "I love mermaids!" Lawrence said "Shadow Demons you idiot!" the shadow man snapped "Just think about it, come tomarrow we'll be on the road with our newly mad monsters, spreading fear into the hearts of people just like my fathers before me had always visioned before me."

"So, how does it work?" Lawrence asked as he reached out a leaver only for his hand to be slapped by his boss "Get me a kid and i'll show you." "I know just the one." Larence said in a grim voice.

* * *

Outside Nero was snarling at Will who was behind the fence, forcing her outside to avode being bitten. Larence grabbed her arm and said "I've got a score to settle with you." "Forget it shorty," Will said "I'm not going anywhere and your not making me." Suddenly Nero lunge forward, knocking Will down before grabbing her clothes, holding her upside down by her pants. "Put me down you over grown wallet!" Will shouted as Lawrence and the gator walked away into the barn.

"Look! Lawrence has got Will!" Lottie shouted as they watched this scean. "We must'nt panic, we mustn't panic!" Eva said but soon everyone was panicing and screaming.

Matt came out of the hut and asked "What's going on out here?" "Matt, Lawrence has Will!" Lottie exclaimed "He's gonna take her to the shadow man's friends!"

"Well, what are you waiting for kid?" Carl challenged Matt as he poked his ribs "Fly over there and save her!" "No!" Matt exclaimed "No... because... they'll be expecting that. I say, we give them the old element of surprise." "And catch Jerry with his trousers down," Carl said "I love it! So what's the plan?"

"Uh, ok." Matt said "Lottie, hand me a hanger. Eva, give me a boost."

Matt climed to the top of a telephone pole and used the hanger to zip line across the camp grouds and land stright into the barn thanks to the opened window. After regaining his balance Matt crept towards the edge of the floor he was on and saw the machine and Will being brought in by the gator and the fat man. "Look at the size of this thing."

Then he saw Will bring strapped into the machine by the shadow man by her wrists, who told her "I've been waiting a long time for this Will, the day you finally get what's coming to you." "Oh no," Matt gasped. He didn't know what he ment but what he did know was that this machine would be up to no good and would do something terrable to Will if he didn't act fast!

When Dr. Faclier and Lawrence walked away Matt jumped down and Will saw him "Matt! Help me!" "I'm coming!" Matt told her but thanks to the sleepry surface of the machine he ended up slipping and sliding but he was still on his feet but making his way over to Will slow. By the time he got to a shoot Will had already been dumped into in before he could grab her.

"Oh Shoot!" he exclaimed as he watched Will fall "Matt!" Will screamed "Don't worry, i'll have you out before you can say-YEAAAAAAAHHHHH!" While he had bent over the tube he accidenly fell down himself and ends up sliding down a slide and down a hole, he nearly gets crushed by grinding gears but he grabs a pole and slides down into another slide but this time he lands feet first in goo.

"Hey Will," Matt said "Nice ride huh?" "Forget the bad jokes, i can't get my feet out!" Will said as she shook her legs, which were stuck in the same goo Matt's were in. Matt tried to move but he was stuck as well. They turned and saw a large rolling pin, squishing a peice of goo into a thin pancake. Will and Matt scream as they struggle to use their legs again. Matt managed to move by hopping and hops over to Will.

"Quick, take my hand!" Matt told Will as he streched his arm across the conveyerbelt towards the girl. Will took it and Matt grabbed a chain, heading upwards and over the roller and they landed smack on the flattened goo. "Look out!" Will cried, jumping up with Matt just in time before a razor blade sliced the goo they were standing in.

"What's gonna happen next?" Matt asked He got his anser when the two slide down a slide and ended up in a large room with a laser pointing right at them. "Oh boy, that can't be good." The laser powered up and Will shouted "Duck!" she and Matt jumped out of the way and a ray of green light hit a moth that had flown into the machine, transforming it into a small bat-like beast as it flew all over. "It's a monster making machine!" Will exclaimed in shock "Dr. Faclier is going to turn all the kids in the camp onto monsters!"

Matt was knocked to his feet as he nearly got hit with the laser when a stick of gum fell out of his pocket. Matt got an idea and shoved the gum in his mouth, chewing it as Will looked at him "Matt, we're about to become freaks and you're chewing gum!" "Trust me." Matt said once he spat out the gum "This crazy man's got a plan." With that he shoved the chewed gum into the laser's pointer and the machine started to overload.

"Now would be a good time to use your powers!" Matt said Will nodded and used her heart to transform herself into her gaurdian form and blast a ball of powerful engery at the door, blasting it away and the two made their escape.

Outside the shadow man and his lackie are shocked when the machine suddenly starts to go haywire "What did you do you great dope!" "I didn't do anything!"

Inside the machine Will and Matt ran out of the machine as it started to collapes around them, with Will sticking a stray monkey wrench into the gears to help destroy the machine faster. Matt and Will ran faster and faster out of the machine and they slide down a tram unknown to Faclier and Lawrence as they two tried to shut of the machine before it would explode.

They caught their breath Will saw a poster of the shadow man with shadow monsters in the background with big words reading " 's Terror Circus" Will ripped the poster off the wall and said "We've got to show everyone else this. Come on." With that she grabbed Matt and dashed back to the camp.

Meanwhile Lawrence was at the controls, trying to stop the machine when Dr. Faciler pulled the plug and the machine stopped. "Oh look," Lawrence exclaimed "I fixed it!" Faclier justed frowned and bonked his lackie on his head, knocking him out with one blow.


	13. Matt's Secret is Out

**Chapter Twelve: Matt's Secret is Out**

Will plastered the poaster she had stolen from the barn on the wall of the hut while everybody gasped in horror at what the shadow man was going to do to them. "Monsters?" Eva asked "He's going to turn us into monsters?" That caused everyone to panic at the though of being turned into a beast.

"Yes," Will started "But-"

"I don't wanna be a monster!" Lottie cried as she held her Nine doll tightly "I'm still scared of the dark!"

"Come on everybody," Will said "Let's not go crazy."

"Go crazy?" Eva asked "When we're monsters that's the only thing we're going to do: Go crazy!"

The kids screamed as Tommy (Rugrats) bounced in his bed while Candace Flynn (Phinies and Ferb) fainted and Tucker (Danny Phantom) caught her. Will sighed and said "What i ment to say was that Matt sabotaged the machine and bought us more time."

Hearing that the children were amazed and relived at the same time. "And better still, he's going to fly for us tomarrow." Will added while outside Matt watched her "And once we see how it's done we'll get it. So don't worry, because tomarrow everything's going to be much much smoother."

Matt, on the other hand, kept chewing on his toothpick until he threw it away. How was he going to tell them the truth? That he couldn't really fly?

* * *

Matt entered Carl's hut and thought about what to do. He gasped when he realized Carl was looking at him with a look on his face "Alright pops," Matt said "What did i do now?"

"A very noble and brave deed that's what." Carl said

Matt wasn't sure what to make of this, was this old man serious? Well he did save Will from becoming a monster so that could count for this sudden new respect. "And to reward you," Carl said "I'll take back all those things i said about you being barberic. As a reward you can have my bed. As for me, i'll sleep under the stars."

Carl gave Matt the silver medal and left the hut but not before saying "I also look forward for that flying lesson you'll teach us. I'm sure it'll leave us speechless."

"You and me both." Matt said as the old man left. Now he was in so much trouble.

* * *

That same night before dawn Matt sat on the roof of a hut looking at the medal Carl gave him. At first, when he got to this place, he was just thinking about escaping himself and wandering around the world freely... but now he was stuck between truth and lie.

"Hey Matt." Will said "YIPES!" Matt shouted as he jumped up "Sorry!" Will said "So sorry about that!" "It's ok!" Matt said "Now i'm sorry." Will said as she walked towards Matt and sat down beside him. "Nice view huh?" "Yeah, nice." Matt said "Come here a lot?" "Only about every day of my life." Will said "I've been here since i was a baby."

"Harsh." Matt said "Yeah well, that was Dr. Faclier's punishment for my mother when she escaped this camp years ago. Carl told me so." Will said "To put a story short my mother escaped, ate a magical flower my dad had stolen from the shadow man, got me and the shadow man stole me and a bunch of other kids as replacements to the former workers who had escaped with my mother."

"And you've been trying to escape ever since, right?" Matt asked "Yeah." Will said "To be honest none of us had ever seen a beautiful rainbow over a feild of trees or mountains, or had any parents to care for us when we're sick or hurt, or even had any treats like chocolate cake or cupcakes or even cheetos... I've never even felt grass beneth my feet."

"Well, i guess it's better to have no parents at all." Matt said "They're always bossy, push you around, trying to model you after them, mine drove me crazy!"

"At least you knew you're parents." Will said "I know," Matt said "Sorry for the nagitive outburst but... sometimes i think kids prefer a life without any parrents at all."

"Why's that?" Will asked.

"You see," Matt said "This story goes back to before i even escape the circus."

Flashback

We see a happy Matt with a band of pals named Knuckles, Sonic (Sonic) and Kim possable (Same show) As they walk down a street, sipping soda without a care in the world. _"Before i got here i was the most popular boy in school and there was nothing in the world that was going to spoil my day with my friends... or so i thought."_

After waving good bye to his friends he went into his house only to be greeted by his parents, holding a report card that read all 'F's. Matt's happy mood dropped when he saw the card and he smiled nervosly. _"What i didn't count on was my last report card. Let's just say that the folks were not very happy and they got a plan. They shipped me away to bording school!"_

Matt was inside a taxi with his suitecase and he looked back to see his parents before they turn away and went back into the house. The Taxi approuched a fork in the road where one side led to the school... and Matt was surprised when the taxi went the other way instead "Hey mister," Matt said "You're going the wrong way, the school's over there!"

"Trust me kid," the driver said "You won't be going to school anymore. We've got something better for you to do."

Next thing Matt knew he was dressed as a clown and was placed in a cannon as Screwlights lit it. BANG! Matt was shot out screaming as he soared over the croud and landed in a net. Stars spun around Matt's head as he held it in pain thanks to the headache he got.

_"I was shanghighed and the next thing i knew i was being blasted out of a cannon for entertainment. This went one for nine days as i constently begged for help for both the police and my parents but nobody came to rescue me. That was when i realized that i have to do everything myself."_

That night Matt, in his normal clothes, snuck out to where the cannon was and went inside it after lighting the fuse. BANG! He shot out of the cannon and flew over the starry night sky.

Flashback ends

Matt looked at Will and said "Now that i'm here... i guess i've got a lot to live up to." "Why did you escape by cannon when you could've flown?" Will asked. Matt was clueless about what to say when the red head said "Sorry, if it's too personal i'll butt out of it... oh yeah and Matt?"

"Yeah?" Matt asked "Thanks for saving my life." Will said then she climbed downwards, leaving Matt alone.

Matt looked at the girl and then to the stars. How could he tell her he couldn't fly? She'd kill him for the lie and so would the entire camp. Matt knew that he couldn't bare to tell her... so he would leave her with the part of the poster she never got to see and leave the camp himself.


	14. We're Still Gonna Fly!

**Chapter Thirteen: We can still Fly!**

The next morning Carl stood over his platform and shouted "Ok everybody, places!" Down on the ground Will hammered Matt's poster onto a hut's front wall and turned to the children. "Ok everybody, this is it. Today is the day that we're going to fly." the kids cheered happily as they hopped around "I'll just go get Matt and the show can begin."

Will walked into Carl's hut and knocked on the door "Matt! Knock knock!" Will opened the door and looked around for Matt but the boy wasn't there Instead there was a peice of paper on the pillow along with the silver winged metal. Will walked over and picked up the medal, wondering why Matt would just discard such an honorable thing. Then she picked up the peice of paper. Slowly she opened it... and shock stuck her head on once she saw it.

Will walked down the parting croud as the joyfull smiles turned onto shocked looks of horror. Will placed the peice of paper under the poster and it stuck with a perfect fit, revealing that Matt had used a cannon to fly the entire time. _A cannon._

Will and the other kids stood there in shock and sadness as rain poured down on them. Matt had escaped thanks to digging a hole with a shovel the boy looked back at the camp and sighed sadly before leaving. Where'd he go? He dosn't know.

Back in the camp the kids kept staring at the poster as Jimmy said "A cannon, that would have given him lots of thrust."

Then Eva said "I knew he was a fake all along, i don't even think he even came from america." Jimmy turned to Will, who had walked off and was sitting at a ramp nearby and said "So what's the plan now Will?"

Will didn't even turn around as she said something the kids never thought they'd hear her say "Let's face it, the only way out of here is to become actual monsters." the kids couldn't belive it, their leader gave given up!

"Perhaps he went away on holiday." Lottie said, trying to think positive "Maybe he left to get away from your stupid doll!" Eva snapped angrily as she yanked Lottie's Nine doll from her arms and stomped it into the mud, much to Lottie's horror "You were the one who was always hitting him." Jimmy said "Le'ts see how you like it!"

He punched Eva and she snarled "Don't push me Pudding top!" Eva and Jimmy lunged for each other but some kids pulled them away before they could harm each other while Carl came out "Enough!" he shouted, causing everyone to stop and look at the man. "Now let's not all fight there, it's the old divide and conquer your starting. A proper squad would work together, just like back in my R.A.F. days. Jack at the stick, benny at the map, we'd all load into the create and then take off." He showed his metal and said "That's how you get metals."

"Oh will you shut up about your stupid stinking metals?" Eva shouted as he pushed away the kids that were holding him back and knocked the metal out of Carl's hand, sending it landing next to Will and into the mud. "How dare you!" Carl snapped before he hit Eva's head with his cane "Oh, i'm so sorry. As officer i-" Eva punched Carl in the face and everyone (Minus Will) joined in and soon everyone was in a mud brawl.

Will, however, looked at the metal and something struck her mind. She turned to the muddy fighting kids and shouted "SHUT UP!" Everyone stopped what they were doing and looked at Will. "Carl," Will said "What does R.A.F. stand for?"

Carl, who had his face in the mud, sat upwards and said "What do you mean? The Royal Air Force, that's what it means." "Then... that means... a plane." Will said.

* * *

In Carl's hut Carl took out a box and opened it "Here it is," Carl said then he pulled out a picture of a plane and said "Isn't it a beauty?" Will took the picture and said "You mean you flew in one of these?" "Nicely built." Carl said as he started to tell one of his war stories while Will formed a plan in her head.

"We're still going to fly out of here!" She exclaimed happily "Wha-what?" Carl asked in confusion while the kids looked at the girl as she showed them the plane "We'll make a plane!"

"With what?" Helga (Hey Arnold) asked

"With whatever we can find from around the camp!" Will exclaimed as she held up the picture while the kids cheered happily "Let's show the shadow man what we're really capable of! Jimmy, you'll chart the plans on making the plane, Lottie, you will handle making the wings and such, Carl will be chief and Eva, we need money."

Tulio and Miguel popped up from under a secret door in the hut and said "For real money?" Miguel asked "What else?" Will asked "Right," Tulio said "Like what that Matt boy promised us, before he left."

"Here's the thing," Will said "The money's in the shadow man's house and your happy to stuff your pockets with the stuff as long as you remember to bring these things with you." Will gave the two con men the list she had made "And we'll also add a bonus; we'll take you with us so that you'll be free to con richer men in posh appartments and such."

"Deal." Tulio said "I was getting tired of these small jobs anyway." with that he and Miguel went back down the door.

* * *

While Lawrence was fixing the machine Miguel and Tulio, dressed as Scarcrows, walked towards the toolbox and stole all the tools and Lawrence turned his head just in time to see the backside of 'living scarcrows' leaving with his tools.

"Scarcrows now?" Lawrence asked himself "The Doctor's right, it _is _all in my head!"

Miguel and Tulio took the tools all the way over to the fence where a large hole was made and passed the tools thought it for Will and her friends.

In the coming days while Lawrence was fixing the machine all the children were hard at work creating the plane out of huts and other things, even the voodoo trinkets they made were put into the use of the place while Will used her magic to teach herself how to fly and her other powers came in handy when making the job faster.

One day Lawrence pushed start on the machine and it chugged perfectly, while Will and the other children froze with fear... but then the machine broke down again and oil was spilled all over Dr. Faclier "Idiot!" he snapped as he kicked Lawrence in the butt. "That was close, too close" Will said "Come on everyone! Let's go! Jimmy, we need those calculations quickly, Doc, make sure that's secure, Carl be carefully and Eva help him!"

She faced Lottie and her partners, who were all sewing the wings and Will said "Great job Lottie, keep it up." "No problem, doll face." Lottie said with a smile.

Will smiled as she walked outside, taking a last look at the hut before she remembered Matt. He used to call her 'Doll face' and other things like that, dispite his lies she was really starting to warm up to him... if only she knew where he was now.

* * *

Somewhere down the road Matt was riding down the road on a bike singing a song out loud to pass the time when he passed by a billboard that made him stop and turn back. He looked up and on the billboard was 'Dr Shadow's esetric show of Shadow Monsters!' Matt remembered the machine and knew the fate of the other kids back at the camp and thought about Will.

"Oh boy." he said, thinking that he had just made the biggest mistake of his life.


	15. Escape at Last

**Today i've finally got my social Security and so my broken foot (Which will be exsamined on the 19th) is full payed for! That's the good news, the bad news was that we found out that KitKat (Katie, sister in law's daughter from my dad's side, at least that's what i think) just passed away at Ten this morning, possibly of a broken heart after her own mother (Who's name was Donnie, i think that's her name or was it Debbie?) died just a few days before. So this story is to honor them both.**

**Enjoy! (P.S. I'm so sorry it took so long) **

* * *

**Chapter Fourteen: Escape at Last**

That night Lawrence was trying to turn on the machine as he grunted "Come on, come on." He rubbed his butt where a showprint of Dr. Facliler's foot was when he kicked him and added "Please!" Then he turned the key again and the machine started to go, up and running as if it was just put together.

That was bad news for the children when they heard the machine "Oh no," Will gasped "He fixed it!"

Lawrence backed up as he watched the machine go, happy as ever. The Dr. Faclier came into the barn and smiled while his shadow laughed wickedly "Get the children." the man said as he walked past his lackie "Which ones?" Lawrence asked "ALL OF THEM!" The shadow man declaired wickedly as he laughed madly.

Back in the hut Will, Jimmy, Carl, Lottie, Eva and the rest of the children were working faster then they had before in fear when suddenly, without warning Lawrence came into the hut and he gasped at what he saw "My tools!"

The children all looked at him in shock as they froze "Why you theiving little rascals!"

"Now what Will?" Jimmy asked.

Will looked at Lawrence as the fat man looked at her with anger in his eyes, then something inside her snaped "ATTACK!" She shouted as she changed into her gardian form and lunged at Lawrence "Nice Plan." Jimmy said before he and the rest of the children tackled the man as he screamed for his boss for help.

"This one's for making me mess the prom!" A teen named Serena (Salior Moon) said as she poked Lawrence in the eyes.

"This one's for making us drink prune juice and otmeal for almost all our lives!" Timmy (Fairly Odd Parents) said as he punched Lawrence in the stomach.

"And this one's for taking these kids away from their parents and orphanages and making them live here and forcing me to take care of their health and life the whole time!" Carl said as he whacked Lawrence with his cane.

Lawrence couldn't believe this was happening as he tried to fight back but he was outnumbered. "Doctor! Doctor!" he yelled to the shadow man, who's back was turned as he did some work on a clipboard "The children are revolting!"

"Finally, something we both can agree on." Dr. Faclier said.

Jimmy shoved a ball of cloth in Lawrence's mouth as Wendy, John and Micheal Darling (All three from Peter pan) tied up the man with rope they had found. Lawrence, bound and gagged, fell to the ground. Will stood over him and said "Put him under the hut!" the children dragged Lawrence under a hut while stronger kids held it up and, with Will's aproval, dropped the hut on top of the man.

"What have we done?" Lottie asked as she clutched her cleaned up Nine doll "This is it everybody." Will said "We're escaping!"

"Now?" Jimmy asked in shock.

"Now!" Will declaired.

"But she's not ready! We haven't-"

"Listen, we can either die free children or die trying."

The children cheered as Lottie said "Are those the only choices?" and Carl Shouted "Scramble!"

As the kids scrambled to get their plane ready Will used her powers, now stronger then they had been before, to break the gates and ran towards the cemetary where all the graves of kids, including Mirta's grave and used her magic to free the souls of all the kids the shadow man had fed to and all of th graves vanished in a flash of white light and in their places were all the kids, breathing their first breath in such a long time, even Mirta came back alive and looked at her arms happily "We're alive!" she cheered "WE'RE ALIVE AGAIN!"

The once deseased kids cheered happily and Will hugged Mirta "It's good to have you back," "It's great to be back." Mirta said "So what did we miss while we were gone?" "Just come with me and we'll explain later." Will said.

They all ran back to the camp where a massive wooden plane stood and were amazed by it "Wow," Mirta said as the kids returned with the rest of the kids "We must've missed a lot!" "You have no idea." Will said.

* * *

Inside the place Tulio was giving instructions as the kids all took their places on wooden bikes they had made for petaling power into their plane "Ok, the exits are located here and here. In the event of an emergancy put your hands between your knees and-"

"Kiss your butt good bye." Miguel finished.

"Ok Carl," Will shouted to the pilot's quarters "We're ready for take off!" "Right behind you all the way!" Carl said as Will turned and, much to her surprise, saw the old man with the other kids instead of up at the controls.

"Carl, why are you here when you should be up there flying?" Will asked "Are you mad?" Carl asked "I can't fly this thing!" "But what about the air force?" Will said "Oh yeah, funny thing." Carl said "I only took a tour of the air force and that metal was given to all of our tourests."

"You mean you never actually flew a plane?" Will asked "No, i was just a balloon salesmen!" Carl exclaimed. "We're all gonna die!" the children cried in panic, first Matt now Carl? How could they be cursed!

Will sighed and said "Carl, hear me out. You've always talked about your day well now today is your day!" Carl thought about it as Eva said "You can do it, you old goat." Carl nodded and stood up, taking the medal and pinning it on himself as he said "Carl Fredrickson, reporting for duty."

Carl got himself seated and put on a helmet with some goggles. "Right, Contact!" at that command all the kids got their petals ready and pushed as hard as they could. Outside Margo, Edith and Agnes (Dispicable me) put the ramp they had made up and secured it before running back to the plane, removing the chocks so that the plane could take off.

"Full Throttle!" Carl yelled into a pipe. "Full Throttle!" Jimmy shouted in the plane as he pulled the lever down. The plane was moving alright but it wasn't fast enough "We need more power!" Carl shouted as Will joined him "I can't work like a fairy godmother, this is all she's got!" Jimmy protested.

The place bounced a little as the speed grew faster and faster but then, Much to Will and Carl's horror, Lawrence hopped over to the ramp and kicked it, knocking it over as he shouted "Got'cha!"

"Hard Right!" Carl shouted as he turned the plane around, hitting Lawrence with the plane's tail as he did.

"Turn it around," Will said "I'll get the ramp!"

Will jumped off the plane and rushed over to the ramp, trying to pull it back up as the escape plane turned around, catching the chrismas lights they had used for the runway lights in one of the wheels as it did.

"Put the ramp down Will."

Will gasped when she saw Dr. Faclier standing there before he pinned her down with the ramp and an ax he had gotten "You're gonna be a shadow monster." The shadow man hissed.

Suddenly a ring of a bike rang and the pedeling of wheels caught both the shadow man and the gaurdian's attention, they turned just in time to see Matt jumping from a hill and over then fence as he cried "WILL!"

"Matt!" Will cried happily.

Matt waved to Will and just as Dr. Faclier got his ax Matt shouted "Head's up old timer!" then hit the shadow man with his bike. the man fell down and the ax landed inches from his face, making him faint.

Will smiled and tuned to Matt, who ringed the bell again with a smile "Look out!" Carl shouted, catching Will and Matt's attention as the plane charged towards them "Clear the runway!"

Matt and Will quickly ran to the ramp and pulled it back upwards and, just as they secured it, the plane went over the ramp and then into the air as it's wings beated heavily; it was flying!

Will smiled happily, one of her escape plan was finally working just as she hoped it would be! "Will!" Matt shouted "Let's go!" Will ran over to him and the two grabbed the chrismas lights as they flew over the fence and started to climb up the plane as the kids inside it cheered happily with Eva exclaiming "We're flying!"

Meanwhile Dr. Faclier had woken up and noticed the chrismas lights, which were skidding across his chest and realized what was happening and knew what he had to do. He wasn't going to let Will or any of the children go towards freedom so easily.


	16. Will vrs Faclier A Happy Ending

**Chapter Fifthteen: Will Vrs. Faclier/A Happy Ending**

After the climb Will and Matt returned to the others and looked at each other lovingly. Matt closed his eyes and puckered his lips, getting ready for a kiss when suddenly Will slapped him, hard.

"OW!" He cried in pain as he rubbed his cheek.

"That was for leaving us." Will said stirnly. "Yeesh." Matt groaned as he rubbed his red cheek. "And this," she said softly "Is for coming back."

Will puckered her lips and leaned close for a kiss with Matt when suddenly the plane jerked and everyone gasped as they shook. "What the heck was that?" Carl asked in shock as he fixed his googles that had been shaken.

"It's a cling on captain!" Jimmy cried "And i have a bad feeling about it!"

Sure enough, when Will and Matt peeked over the edge they saw Dr. Faclier clinging on to the chrismas lights, as crazy as a loonatic and whielding an ax and snarling like a dog. "He's gone crazy!" Matt exclaimed. "Oh no," Will gasped. If the shadow man caught them everything she and the other kids had worked so hard for would go down in flames, with them inside!

"Lottie, Scissors!" Lottie dun around in her bag she had brought for a pair then dug out one "Bingo!" she cried before she gave the scissors to Will. Will turned to Matt and said "Lower me down."

"But Will..."

"Just do it!"

"Increase velocity!" Carl shouted from the controls. "What does that mean?" Lottie asked "It means pedal your stinkin' mussels out!" Eva shouted fearfully as the kids petaled faster.

With not much choice left as Faclier climbed up the chrismas wires Matt lowered Will over the edge and the gaurdian used the scissors to cut the wires, or at least tried but it was too thick for just one snip. Faclier came closer but will was no where near complete then she looked and saw that they were heading for a billboard!

"Carl! Go up!" She cried. Carl noticed and screamed as he pulled the plane up, crashing the shadow man into the billboard and jerking Will right out of the plane and down the wires until she came face to face with Faclier, whom had his face covered with his poster self before he ripped if off, revialing his real demented face.

"You!" He snarled at Will "I should've taken you out long ago if i had known this would happen! Any last words, Will Vandom?" "Yeah, I preferd that poster that was on your face to what i'm looking at right now." Will said Faclier raised his ax but before he could make the blow he was hit in the face by an egg.

Matt tossed another egg as he, Miguel and Tulio handed him the eggs. With each egg faclier got even more angry and Will kept trying to cut the wires with the scissors but then the shadow man knocked the pair out of Will's hands and it fell downwards.

"We need more eggs!" Matt told the con men "Hurry!" "We don't have anymore!" Tulio shouted "Will!" Matt gasped as the man got ready to chop off Will's head with the ax "Look out!" Will looked at the demented man as he got ready to chop her head off when she kicked the man with a swift kick, however that jolt broke the wire that was tied to the plane and both Will and Faclier fell down to seemingly their deaths "NOOOO!" Matt shouted.

Will knew this was it and she shut her eyes tight... but then she stopped falling. She opened her eyes and turned to her back where her wings were and discovered that she was flying. She was really flying for the first time!

She looked down at Faclier, who had a sheepish smile on his face, then let go of the wire as he said "Bye bye." Faclier screamed as he fell downwards while Carl shouted happily "Bombs away!"

"Larry!" the shadow man screamed before he flew through the window of the barn. The children cheered happily as they kept petaling and Matt high fived Tulio and Miguel "Oh that was good, that was good!"

Down on the ground Lawrence managed to untie himself and he rushed into the barn shouting "Doctor, doctor doc-" he stopped when he realized that his boss was stuck in a hole of the top of the machine that had a sign saying "Do Not Plug' on the bottom and the man was screaming and frailing his legs while Lawrence slowly closed the door while the machine got ready to blow.

Will flew back to the plane and turned back into her normal form. She and Matt walked close for a kiss when suddenly a loud explosion jolted them. They looked back to see a large puff of black smoke coming from the barn and laughed.

Back on the ground Lawrence stood behind the door, twindling his thumbs before he opened the door and saw Dr. Faclier, now covered in ashes and his clothes torn to rags while Brutis and Nero stood by. "I told you they were onginized." Lawrence said. "This is terrible!" The shadow man complained "How am i ever gonna pay back my dept now?"

"Uh, doctor?" Lawrence asked as he backed away with the crocs "What now?" Faclier asked. Suddenly the sound of drums filled the air and the shadows sung their voodoo song and the shadow man said "Friends!"

**Shadows: Are you ready?**

"No, i'm not ready at all!" Faclier protested "In fact, i got lots more plans!"

**Shadows: Are you ready?**

"This is just a minor set back in a major operation. Once i whip up another spell we'll be back in business. I can still get more kids, i just need a little more time!" but it was no use, no matter how hard he pleaded the shadows dragged him into the underworld and Lawrence and the crocs, who were hiding behind the house, could only watch as the their boss was pulled to his death and all that was left was a grave with the man's face on it as well as his name.

* * *

Back up in the plane everybody was still cheering as they hugged each other happily.

Will pulled Matt up to her and then she kissed him and the two shared a long kiss. Everyone awwed at this but then quick returned ot pedaling when the plane tilted.

"Keep pedaling everybody, we're not there yet!" Carl told the crew of newly freed kids "You can't see paradice if you don't pedal!"

* * *

Back in Heaverfield Susan Vandom was looking at the picture of her baby daughter while on her break. Suddenly a large shadow caught her attention as did the other workers. She looked out to see a large makeshift plane landing in the center of town and they all forgot about work as they went down to invistigate.

Carl removed his helmet and goggles and waved to the gathered croud of people "Hello everybody! Now i ask you, is this craft well built or not?" The exits opened and the children walked out of the plane, feeling cool winds and the grass beneith their feet for the very first time in their lives. Will and Matt were the last ones to come out and Will smiled as the wind lightly blew her hair.

Susan stepped out of the croud and walked towards Will, remembering something familier about this girl. Then, when she was about two feet from her she realized that this girl was her long lost baby! There was no mistaking it! "Hi, i'm Will Vandom... Wait a minute... Mom?" Will asked "Will? WILL!" Susan cried happily as she hugged her daughter tightly.

"Mummy!" Lottie cried as she rushed up to her mother who happily huged and cried with her daughter. "Dad!" Eva cried happily as she ran forward and hugged her father. Soon all of the children of the camp were hugging their long lost parents, all happy to have their children back. Even Matt was happy to be with his grandfather and parents again.

_"Well, you can easily guess what happened next, the entire city had a party because their children were returned back home. The party lasted for a week and honestly i don't remember most of it."_

The children and their parents danced happily as laughter and joy filled the air as Carl told a bunch ofnew kids the story of how they escaped and such "We were losing altitute you see," he told them "And heading for a fearful prang."

_"Carl went on to become a school teacher and he also never misses the chance to tell our story over and over again till it hurts." _Matt narrated as a girl named Violet (Disney's Incredibles) gave him a toy model of the plane they had used to escape while the real one went to the museum.

_"As for Eva, she's starting her own GYM club and boy is she perfect for the job." _We see Eva exsercizing and punmping mussels with other teens as they fallowed her moves "Come on you whimpy babies, feel the burn!" she told them "Hup two, hup two, hup two, faster faster faster!"

_As for Jimmy, he went on winning nobel prizes and is famouse for his inventions." _Jimmy, with some blue ribbons on his shirt, placed Omar and Penny Proud (Proud Family) into a ride version of the catapult and straped helmets on them before he sent them flying into a soft cusion "Who's next?" Jimmy asked "Mememememememe!" other kids cheered happily.

_"As for Lottie, well, i guess she's happy, she never told me otherwise." _Lottie was seen swinging on a swing set while her doll sat nearby while the real virsion of it, the frankenstine cat Nine (Frankenstine's Cat) pushed her until he fell to peices but they just laughed happily.

_"And the con men, they never changed." _Tulio and Megiul were conning people out fo their money with their card trick when police men came and the two ran for their lives as they made their getaway.

_"As for Me, my parents were so sorry they sent me away and told me that they never planned to send me to a circus in the first place. I forgave them and i went back to regular school with Will, who was happy to be back home with her mother and her new stepfather." _Matt and Will slurped a smoothy together as they looked at their friends and new friends.

"So," Matt tild Will "Is this everything you've dreamed it be?"

"Nope," Will said, making Matt gasp with surprise before she added "It's better."

_"Now i now what the big question is; did Will and i ever get married? Well, i'm pleased to tell you that after years of asking and asking and asking, she finally said yes." "Matt!" _Will's voice narrated "_Alright, she asked me!" _Matt's voice said _"And we all lived happily ever after." _Will's voice said as the camera backed from the school and into the city where white doves flew overhead _"Yeah," _Matt's voice said _"No doubt about it."_

**THE END!**


End file.
